FRP Holdings (FRPH) director John D. Baker II gifts 54,824 shares

Rhea-AI Filing Summary

FRP Holdings, Inc. director and 10% owner John D. Baker II reported a gift of 54,824 shares of common stock on 01/30/2026. The shares were transferred at a price of $0 from a position held in a living trust to family members.

Following the gift, the living trust holds 35,407 shares, while Baker also holds 20,556 shares directly, 20,050 shares in an IRA, 339,686 shares in a GRAT, and 7,578 shares in his wife's living trust. A separate trust holds 2,571,775 shares for his benefit; he serves as co-trustee and sole income beneficiary and disclaims beneficial ownership except to the extent of his pecuniary interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BAKER JOHN D II

(Last) (First) (Middle)

200 W. FORSYTH STREET

7TH FLOOR

(Street)

JACKSONVILLE FL 32202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FRP HOLDINGS, INC. [ FRPH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/30/2026		G(1)		54,824	D	$0	35,407	I	Held in Living Trust
Common Stock								20,556	D
Common Stock								2,571,775	I	See footnote(2)
Common Stock								20,050	I	Held in IRA
Common Stock								339,686	I	Held in GRAT
Common Stock								7,578	I	Held in Wife's Living Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Reporting Person gifted shares to family members.

2. Shares are held by the Trust FBO John D. Baker II U/A Cynthia L. Baker Trust dated 4/30/1965, for which the Reporting Person serves as co-trustee, and of which the Reporting Person is the sole income beneficiary. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

	Kelly D. Waters, as Attorney-in-Fact for John D. Baker II	01/30/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did FRPH director John D. Baker II report?

He reported gifting 54,824 shares of FRP Holdings common stock on 01/30/2026. The transfer came from a position held in a living trust, was coded as a gift, and carried a price of $0 per share.

How many FRPH shares remain in the living trust after the gift?

After gifting 54,824 shares, the living trust associated with John D. Baker II holds 35,407 FRP Holdings common shares. This reflects the balance of that particular indirect ownership position following the reported family gift transaction.

What other FRPH share holdings does John D. Baker II report?

He reports 20,556 shares held directly, 20,050 shares held in an IRA, 339,686 shares held in a GRAT, and 7,578 shares held in his wife's living trust. Each position is shown as indirect or direct ownership, as applicable.

What is the large FRPH trust holding referenced in the Form 4 footnote?

A trust for the benefit of John D. Baker II holds 2,571,775 FRP Holdings shares. He is co-trustee and sole income beneficiary but disclaims beneficial ownership of those shares except to the extent of his pecuniary interest in the trust.

Was the reported FRPH insider transaction a sale or a gift?

The transaction was a gift, not a sale. It is coded as “G” for gift, involves 54,824 shares transferred at a stated price of $0 per share, and the explanation notes the shares were gifted to family members.

What roles does John D. Baker II hold at FRP Holdings (FRPH)?

He is identified as both a director and a 10% owner of FRP Holdings, Inc. This means he serves on the company’s board and is also reported as holding at least ten percent of the company’s equity.